The Ultimate Spider-Girl
by Aquaprincess3
Summary: The life of typical nerdy 16 year old Layla Anderson instantly get's changed after a radioactive spider bite. A year after becoming Spider-Girl, Layla get's approached by none other than Nick Fury himself to join Shield and lead a team of newbie superheroes. But once she agree's to it, Layla discovers she'll not only have to watch over 4 other teens, but her own heart.
1. Great Power (Part 1)

_**Hey Aqua here ;) So Welcome To The Ultimate Spider-Girl ^_^**_

 ** _After recent event's that have happened within the last 2 month's, I've decided that i need a few fresh starts and this story just happens to be one of them. Actually I was planning on writing this after watching the Spider Verse episodes. (I totally loved Petra! She was funny and sarcastic as hell! XD)_**

 ** _But instead of doing the usual you know, Spider-Girl being a female version of Peter, i decided to make a totally original Spider-Girl (Thus, why my OC is named Layla Anderson.) and you're also going to see some totally different things. I am not currently looking for more OC's right now but i will let you all know when i do._**

 ** _Well other than I don't own anything other than Layla, and other OC's you'll see in this Ch. let's get this show started. ^_^_**

* * *

Chapter 1: Great Power (Part 1)

You know when people say that having an 'off' morning is unfortunately unavoidable and everybody has them so you should just suck it up and deal with it, they should try saying that while dealing with the kind of 'off' morning's I've had to deal with in the past year.

" _I know you're out there, you wall crawling menace! It is the duty of every New Yorker to report the actions of these masked miscreants! So listen up, as long as J. Jonah Jameson is CEO of Daily Bugle communications, I will not rest until New York has seen the last of Spider-Girl!"_

"And a wonderful morning to you, J. Jonah loudmouth." I mutter irritably, extending out my right hand and press it a little with two fingers, which results in a long sticky thread coming out of it and landing right in the middle of a certain electronic billboard that was just one of the reasons this day was getting a slightly sucky start…

Oh, let me introduce myself; the name's Spider-Girl, and despite the 100 foot tall middle aged man yelling through every screen, newspaper of this city. I am not a wall crawling menace.

Wall crawling, yes. A menace, no.

As I web swing through the streets of Manhattan, trying to block out Mr. Billionaire jerk face's yelling rant of how much of a menace I am and that I should be put away like the rest of the destructive freaks, I couldn't help but feel myself getting slightly pissed off.

Okay, I'll admit it when I first became Spider-Girl I was seriously clueless. But even though after having a year's experience at this superhero gig, I'm still being seen as a danger to society. A menace.

But even though there are so many thing's I'd give up anything to change. I can't, and although this city won't admit it. They need me.

"Speaking of needing me," I say, spotting an out of control cop car that was about to crash into a bakery shop. "better help the boys in blue." I quickly shoot out some webbing that although didn't really do much for the window or the cake's that were on display, did save both the cop and the building.

"I'm starting to think Jameson's wrong about you Spidey," the cop I just saved call's over.

"Thanks, spread the word chief," I call over with a smile, before leaping off of the side of the building I was standing on and land in front of an armored car that had large glop's of glue stuck to it. Oh no.

" _Please let it be a different bad guy, please let it be a different bad guy-"_

"Hi ya bug brain," I see Trapster walk out of the back of the armored car and smirking smugly at me. "I knew that would draw you out!"

" _Dam it!"_

Although I've fought this walking glue stick three times before, (something I'd really rather not talk about.) Trapster is a villain that I'd so rather not deal with, especially today.

"Alright Trapster, how about we just skip to the part where you give yourself up?" I suggest dryly, a hand on my hip. "cause I've got places to be."

Places like first period homeroom in 20 minutes.

Instead of doing what I suggested, Trapster narrows his eyes at me before he points and fires his glue gun at me but I quickly jump in the air and dodge it then launch myself and give him a punch to the jaw that send's him smashing into a car then onto the ground. (ouch, hope whoever owns that car doesn't have their insurance premium rates go up.)

Trapster quickly get's back up and throws two glue stick explosives at me, which I quickly jump into the air and kick them away. But unfortunately as I try to dodge the third one that managed to hit the ground and explode, some of it's content's hit me, pinning me to a building.

"Aw come on," I growl, trying to get myself free. "I just washed this costume last night!"

While I'm trying to get my arm free, I notice that Trapster's got his glue gun pointed at me and is ready to fire it. But I quickly use my free hand to fire webbing at it, which causes it to build up in pressure and explode.

After managing to get my arm free, I jump off and stand in front of a glue covered Trapster and smirk.

"Well glue stick, it's been fun," I give him a mock two finger salute before turning around. But as just I'm about to web sling off to school, I see something that stops me cold.

The lower half of the Shield helicarrier was in full view and hovering low. Which was really weird since Shield, (which stands for Strategic, Homeland Intervention, Enforcement and Logistics division.) mostly handles major crisis that involves calling the Avengers, or the Fantastic Four. So why the heck are they here?

"Spider-girl." I hear a male's voice from behind me, but when I turn around to see who it was a surprised gasp manages to escape my lips.

Standing in front of me was none other than _the_ super spy and the director of Shield; Nick Fury.

Well, that answers my question of why the Helicarrier is here.

" _Okay Spidey just play it cool,"_

"You super spy's make it a point to sneak up on hard working heroes?" is all I say, and believe me, I'm mentally kicking my ass for that one. Seriously who the hell says that?!

"Kid," Fury's still looking at me when he point's toward the left, which makes me turn my attention to where he's pointing at, and although I'm wearing a mask, my face slowly drains of color. "We've got to talk."

" _Aww man!"_

You ever heard the expression casualties of battle? Well that's _exactly_ what I was staring at….

Large clumps of glue were all over the place, a kid stuck to a lamp post while a woman I assume was his mother was trying to pull him off, half of a police car was covered in the stuff, and much to my very shock and horror…. A cop was trying to pull a policemen's horse, whom had all four feet glued to the ground.

"But I caught Trapster," I point out, although I'm screaming inside my head for me to shut the hell up. "whom was robbing an armored car!"

"No one's saying you didn't kid," Fury says, by the tone of his voice I sense a lecture coming on. "but look around you." I flinch as I take another look at the result of me stopping Trapster.

"Is this the way Captain America would've done it?" Fury continues on. I clench my fist frustratingly.

"But I-" I start to retort, but Fury's hard stare stops me in my tracks.

"Cap could have stopped Trapster in _five seconds_ , you took three minutes, with a lot of _collateral damage_!"

"Hey, I do good job!" I shoot back, feeling my frustration turning into anger.

"Sure. For a clueless rookie,"

"A what?!"

Okay sure, I could've done a bit better in handling Trapster just then, but seriously a clueless rookie? Where the hell did Fury get off on calling me that?

Just as I'm about to open my mouth and tell him off, but again Fury cuts me off and continues on with his lecture.

"Look, everyone starts out clueless, even Iron Man back when he was a novice," Fury's words make my mind picture what that type of scenario would be like. (ouch…)

"But he learned, eventually."

"What's your point Fury?" I frown, my arms folded.

"My point is what would you say if I could turn eventually into right now for Spider-girl." My eyes widen in complete and utter shock. (Please tell me I did not just hear him say that?)

There's a pregnant pause of silence between us before I end it. Idiotically.

"Sorry, but I was taught to never accept offer's from strangers," I shake my head with a low chuckle then turn and start to walk away. (like I said, Idiotically…)

"I'm serious, Layla Anderson." my blood turn's icy cold instantly at Fury's words and I whirl my head to look at him.

"You know?!"

"Everything," Fury smirks at me. "super spy remember."

Every part of my body was either racing or spinning. No, this wasn't happening!

The day I went from being a normal teenaged girl to Spider-Girl was one of the most horrific and important days of my life.

That day… someone, someone whom I cherished and adored like a best friend was taken away from me.

That someone was my father.

But instead of turning to the life that people would mostly expect an angry, grieving daughter with weird powers to turn to, I chose to use my powers to become something that my father had always taught and wanted me to become. A representative of good.

"Your father was a good man," Fury's somewhat gentle words quickly brought me back to the present.

"The best…" I manage to choke out quietly.

"What's it been, a year now?" Fury asks, I shut my eyes tightly and look away.

"You've honored him in doing what you do," I felt a hand on my shoulder but didn't bother to look. "now I'm offering you a chance to do better, to really learn about responsibility."

"Translation?" I ask, an eyebrow raised.

"I want to Shield train you to be a better Spider-Girl," Fury smiles at me, a finger in the air. "to be the _Ultimate Spider-Girl_."

Okay this seriously has to be a joke, right?

"Um, how Ultimate is _Ultimate_?" I ask instead, before looking over to see Trapster, whom I'll admit, I carelessly and stupidly forgot about was running away. (how the hell did he got out of that glue?!)

Without even looking Fury just points and fires a blast up at the sky which somehow ricochets off of the helicarrier then cuts off a building pole, which bounces off against the side of the two building's then hit's Trapster right in the back, sending him face first into the ground.

"That ultimate," Fury just put's his blaster back into his belt holster wearing a confident smirk.

"Holy cow!" I gap, eyes wide with amazement, right before my cellphone goes off and I find out that MJ's trying to call. I quickly turn it off and look at Nick, whom didn't look all that impressed.

"Uh, hehehe, I really should learn to keep this thing on silent," I chuckle nervously, extremely embarrassed.

"Your tech needs an upgrade," he attaches something that look's like a small device to my wrist. "try ours."

"Shield tech guys developed this next gen web-shooter," Fury explains, watching me examine it.

"Hmm, too big, too clunky," I say sarcastically, but when Fury tries to take it back, I pull my hand away instinctively. "I didn't exactly say no."

Although I really should be pissed the fact that something that I had built and constructed myself was copied, I found myself impressed with this 'next gen web-shooter'. But something inside my head that wasn't my spidey-sense was saying that this little pep talk wasn't right.

"With your talent and my training, you could learn to be a better hero, the next Cap, the next Iron Man, one of the greats."

" _Me…One of the greats."_

No! There was no way I could become like them. Not after what I did. What I let happen….

"Look, I appreciate the offer Fury," I shake my head stubbornly, turning and starting to walk away. "But I think I'll take a pass on it. See ya."

I give Fury a mock two finger salute then leap through the air and web-shoot off to school.

* * *

After using a few special short-cuts, I thankfully manage to get to school on time.

It's the beginning of 3rd period, I'm putting away my textbooks and grabbing my history book from my locker when I hear a familiar voice call out my name and smile as I see Mary Jane walking towards me.

"Hey MJ," I greet with a smile once she reaches me. "what's up?"

"What's up? Layla, where have you been?" MJ quirks an eyebrow at me. "I've tried calling you like 4 times." I bit my lip nervously.

Mary Jane Watson, the most coolest person in New York has been my best friend ever since we were both babies. she's practically the sister I've always dreamed of having. The fact I have to keep my Spidey life a secret from her makes me totally sick, but I know it's to protect her and the rest of the people I care about.

Cause I promised myself a year ago that I'd never let these powers harm anyone I loved ever again.

"Uh, sorry about that MJ," I smile nervously, trying to come up with a good excuse. "the bus broke down like a couple of blocks off of my street and I completely forgot to charge my phone. Again."

"Sure," Mary-Jane narrows her eyes at me, not buying my bus broke down and dead phone excuse.(hell even I don't buy it!) "I just wanted to show you this." MJ pulls out her phone and shows me a video of the last person I so _ever_ want to see…

" _It is the duty of every New Yorker to report the action of these masked miscreants, especially that ticking time bomb called Spider-Girl!"_

"Doesn't that Jerkwad ever shut up?"

"Someday, that " _Jerkwad"_ is going to give this journalism student her first internship."

"You want to work for Jameson?" I gap, then make a slight gagging gesture. "total nightmare."

"If that's what it takes," MJ explains, checking her phone. "Jameson's the biggest game in town. Kids like us have to be realistic Lay, we all can't be like Harry." and both me and MJ look at the end of the hall where Harry Osborn was.

Son of the most richest man in the field of bio chemical based technology, most lovable, and coolest guy you'll ever meet. Harry's been my best friend ever since the 7th grade, a time consisted of self absorbed mean girl's with just as self absorbed parents, and boys who thought they were as cool and awesome as Brad Pitt when they were _far_ from it.

"Layla," MJ's voice quickly pulls me back into reality.

"Hmm?"

"Hurry up or we're going to be late," MJ tells me, right as we hear the bell go off.

"Crap! My essay!" I exclaim, before rushing through the hallway while MJ just shakes her head at my antics before following my panicked trail.

MJ and I luckily make it to our history class right before the late bell rings.

"See? I told you we'd make-" I start to tell MJ as we head to our seats but suddenly something hit's my foot, which results in me crashing to the ground front first with a surprised cry and the class bursting into laughter.

"Layla!" MJ gasps.

"Ow…" I groan, slowly turning over on my side and shake my head to get rid of the slight dizziness.

"Have a nice trip, _Anderson?_ "

" _Of course…"_

I look up and see Katrina Lockwood, captain of both the girl's varsity basketball and lacrosse team smirking smugly at me from her seat, her foot halfway out. Typical.

Ever since middle school, Katrina and I have had the usual tough girl VS nice science girl type of a relationship. From tripping me up to stealing both my homework _and_ gym clothes. You'd think thing's would've changed once we got to high school, you know the whole _bullying is so childish_. But as you can see. That hasn't happened and probably never will.

Now I know what you're thinking, I've got these amazing spider powers and yet I'm still letting myself get pushed around by some female jock, who has nothing better to do than play sports and make other people feel miserable.

But if I used my powers for that kind of thing, I'd be everything that Jameson's ever accused me of, and what I promised dad I'd never become.

I just quickly pick myself and my stuff up and brush off of my jeans and walk over and take my seat at the desk next to MJ, whom just shoots me a sympathetic look right as our history teacher; Mr. Rockford walks in and quiets the class; who were all still laughing at my little "trip".

"Alright, let's cut to the chase," Mr. Rockford says, walking over to his desk. "I know most of you if not haven't already forgotten, your history essays that were issued to you 2 weeks ago are due today." half of the classroom let's out an irritable groans, which were instantly silenced.

"So those of you who actually _did_ the essay, please turn them in now." Mr. Rockford explains, his voice hard as he said the word " _did_ "

I quickly pull out my essay on the French Revolution from my binder, but when I get up and head over to turn it in, again something suddenly hits my foot, which again results in me crashing to the ground and the class bursting into hysterical laughter. (You'd seriously think that having an early warning system in your brain would at least warn you when a bully is about to trip you.)

"Miss Lockwood," the laughter instantly stops at the sound of Mr. Rockford's dry tone. "Principle's office. Now."

Katrina just shoots me a icy glare, (hey I didn't stick my foot out and trip myself!) before grabbing her stuff and storming out of the classroom.

"Now Miss Anderson, if you wouldn't mind getting off of the floor," I quickly look and see Mr. Rockford staring at me, a rather bored look on his face. "I'd like to begin with the lesson."

"Right," I say quickly, hot and heavy embarrassment burning my face. "sorry sir." I quickly get back up and hand over my essay then quickly walk back to my seat, ignoring the snickering and whispering stares.

MJ reaches over and gives my hand a gentle squeeze, I give her a weak smile and a gentle squeeze back, before turning our attention back to Mr. Rockford as he starts the lesson.

* * *

By the time the lunch bell rings and I'm standing in front of the lunch line with Harry, both of us staring at some very questionable looking 'food' the lunch lady was serving us while giving Harry some very 'creepy' winks, I was sore and slightly exhausted.

"Dude, she did _it_ again," Harry let's out a sigh, after we take our trays from the lunch lady, who again gives him another flirty and yet totally creepy wink. "Lockwood's such a tool." he tells me as he pushes me down the lunch line.

Unfortunately, the moment he saw my slightly disheveled clothes when MJ and I met him in English, Harry immediately asked what happened and MJ being MJ gave him the scoop of what happened in history class, thus the slightly disgruntled sigh.

"Dude, what else is new?" I laugh, taking a seat at the table that's been mine, Harry and MJ's table since freshmen year.

"I really wish you would take Katrina targeting you a little more serious, Lay." MJ frowns at me.

Although I love how protective they are of me, but I've seriously got nothing to worry about since becoming you know who, but as you all well know I can't tell MJ and Harry any of that.

"Eh," I shrug. "if getting tripped twice is the worst thing that happens to me today, I'm coming out ahead." I laugh, sticking a fork into what's either pudding or mashed potatoes.

Right as I'm about to stick the food into my mouth, is when my spidey sense hits me like a defensive linebacker sacking the offensive quarterback in attempt to stop a pass. Extremely hard.

" _No! Not here!"_

Before I can even fully react, I instantly fling myself across the table instinctively, taking my two best friends with me to the ground as the wall behind us suddenly explodes, sending the table, chairs, and wall debris flying everywhere.

Once I see MJ and Harry are okay, dazed but okay. I instantly whirl my head to the wall, where a huge hole is and three people I instantly recognize and wish I didn't suddenly appear and stand in front of it.

"Attention Student's!" one of them, wearingpurple armor and terminator style sunglasses speaks up, before another person I instantly recognize comes in, or should I say _floats_ in. "Your principle has something to tell you."

"S-Student's! Y-Your attention please!" Principle Hartford's terrified and stuttering voice fills the cafeteria. "The school is now under the control of the-the-"

"The frightful four!" the only woman of the bunch snarls, stepping forward.

"Uh, there's only three of you," MJ speaks up from behind me. (Groan, leave it to Mary-Jane to pick the most worst freaking time to voice her opinion!)

"Quiet!" the first one snaps, forcing us all to duck again as he flings Principle Hartford across the cafeteria and into the wall.

Everything's either spinning or racing as I stare at the trio of villains that were standing a few feet in front of me. These guys _are_ seriously bad news.

The one with the mustache, wearing the clunky purple outfit and who just flung our high school principle like a piece of paper is The Wizard; master of high tech gadgets. The one who looks like something from an amusement park is Klaw; the villain made of living sound. (can ya already guess what he does.) The last one and only female of their little gang is Thundra; ruthless warrior woman from alternate future timeline. (don't ask…)

They actually do have a fourth member; the Trapster, but you all know what happened to him this morning so… wait a minute.

" _am…am I the reason why they're here!"_

"Before the Trapster was captured," Wizard gravitates into the center of the cafeteria, a over confident smug smirk on his face as he looks down at us. "He learned that _Spider-Girl_ attends _this_ school."

No! This wasn't possible. I work my ass off to make sure that no one knew….

"And unless she gives herself up," Wizard continues on. "we'll tear this place apart brick _by_ brick!"

My heart's pounding so hard that I don't even hear someone let out an excited "yeah!"

"We're serious!" Wizard growls, all the amusement out of his voice, but it quickly returns as he see's the scared reaction. "Klaw?"

All of a sudden everything bursts into an array of chaos, as Klaw points and fires off a sonic blast from his left hand. people are screaming and running out of the path of the destructive sound while the room slowly starts to crumble under the pressurized sound.

Harry's got both me and MJ protectively behind him. While MJ's got his arm in a almost vice like grip out of complete fear, I'm seething with anger.

I need to get these creeps out of here before anybody else get's seriously hurt. But how can I do a wardrobe change without not _only_ the frightful four but the entire school finding out who I really am?

"So, who is our _mysterious_ wall crawler?" Wizard suddenly levitates closer to us, inspecting everyone as if we were some fascinating new specimen. When Wizard floats over in front of me, I'm completely frozen in place. As he floats past us, I let out a ragged breath that I didn't even realize I was holding.

"Is she a Teacher? A Student?" Wizard continues to inspect everyone, then let's a low chuckle. "A cafeteria lady?"

Okay, terrified or not, I almost blurt out a protest at that. I mean seriously come on! The _lunch lady_! That's just insulting!

"Hmm," Wizard hums to himself, clearly getting impatient with all the tense silence. "They seem reluctant to talk. Klaw, make them listen to reason." he orders.

I jerk my head back around to see Klaw leveling his blaster again. This time, instead of the destructive blast he let out earlier, this one's ratcheted up _ten_ times louder.

I watch in utter horror as everyone's screaming even louder while clutching their heads in complete agony.

No! This is all my fault, everyone's suffering because of me….

" _DADDY!"_

"STOP IT!" The scream erupts from my throat and surprisingly silences the entire cafeteria. "Layla, _no_!" I can feel MJ's frightened grip on my arm but I don't dare tear my eyes away as Wizard gravitates towards us, looking straight at _me_.

"Definitely not Spider-Girl," I can't help but clench my fists tightly in anger at Wizard's complete disgusted and disdained words. (Oh how I could prove that jackass wrong!)

Suddenly I hear a growl and whirl my head to see Thundra staring at me with a look of pure anger and rage.

"I'll _crush_ the runt!" My eyes widen in fear as both Thundra and Klaw step towards me, but I quickly throw my arms out and stand protectively in front of MJ.

"Don't crush her," Wizard's cold voice instantly stops them, but I didn't dare breath a sigh of relief as Wizard's lips quickly curl into a cruel menacing smile. "Make an example of her."

I instantly push Mary-Jane out of the way before I'm on the floor, screaming and holding my head tightly as a barrage of sound, even more intense than before hit's me.

Everything's is throbbing with immense pain as if I've got a 9.9 earthquake going on inside my head. I can't take this anymore, I need to make this stop! Anything to make this stop!

"Shut it down! I'll talk! I'll talk!" I scream, clutching my head in agony.

As the noise stops, I weakly grab onto a nearby table and use it to shakily pull myself up. Although I can feel both Harry and MJ's panicked eyes on me, I don't look at them. Instead I'm looking at what's on the center of the table. A tray full of food.

" _Maybe I can…"_

"Well, you have something to say, _girl!"_ I hear Wizard's cold voice through my slightly deafened ears.

" _Here goes nothing…"_

"L-Listen up!" I start, carefully slipping my fingers underneath the tray without being noticed. "Everybody need's to hear this!"

Now the next two words that come out of my mouth are words I thought would _ever_ come out.

"FOOD FIGHT!" I yell, before throwing the tray straight at Wizard, which incidentally hit's him square in the face and sends him to the ground. (Whoops, used a little too much spider strength there.)

Thankfully, no one seems to notice or care about the fact that I just suddenly showed some athletic skill as every student quickly grabs whatever kind of food they can and starts to plow the frightful four with it. (Who knew that the school's meatloaf would actually _save_ our lives…)

After watching Klaw and Thundra get pelt with food and utensils, I quickly grab my chance by diving underneath the table and crawl towards a nearby pillar and start to carefully shimmy it up to the ceiling where I quickly pop open the ceiling panel and crawl inside the crawl space.

"How the hell did they find me?" I whisper angrily, as I start taking off my clothes which my suit was underneath.

I was taking off my shirt when I suddenly feel something brush against my fingertips, I quickly pluck it off and look at it. My face instantly pales as I stare at what sat in my palm.

It was a tracer. Trapster.

That fight wasn't about robbing the armored car at all. That walking Elmer's glue factory was after _me_. I led these bozos straight here.

A lump of bile rises from the bottom of my throat and threatens to come out, but I quickly and angrily push it down as I crush the tracer with my two fingers then put on my gloves.

"Fury was right," I growl to myself. "I've got a lot to learn about _responsibility._ " I quickly pull my mask over my face and narrow my eyes.

These chumps want Spider-Girl. Well they're going to get _me_.

* * *

 _ **Annnnd that's where i'll leave things off. (i know! I'm just so mean!)**_

 _ **I might add the rest of the episode into this Ch and move to Great Responsibility, but i'm just a little stuck right now...(like i said in the upper author's note. Something's have happened and i'm just starting to get back into this...)**_

 ** _Well my lovelies, i must be off, remember to read and review. Aquaprincess3 signing out ;)_**


	2. Great Power (Part 2)

_**Hey Aqua here ;) I'm soooo sorry! I can't express how sorry I am for making everybody wait this long for this! And I just want to thank everyone who decided to follow, favorite, and review this story, I absolutely love you guys, you're the absolute best! ^_^**_

 _ **And speaking of which, a few issues to discuss, now I know that in the first Ch I said that Layla was going to be completely different and wasn't going to be just another gender-swapped version of our favorite hero, and I promise you'll see some of those differences in this part but there is something that I'd like to make clear, I had to make Layla super smart, cause let's face it, only a super smart person could make something like a formula for web fluid let alone build a homemade web-shooter all by themselves, am I right?**_

 _ **One more thing, as lame as this is to ask barely past the beginning of the story, but I need villains for the later Ch's, two to be exact. So if you've got an OC you want to throw in just PM me their names, descriptions, and powers, anything like that. Well, let's get on with the show! ^_^**_

* * *

Chapter 2: Great Power (Part 2)

After putting on my web-shooters, I quickly crawl out of the crawl space and back out to the half destroyed cafeteria. I instantly spot Klaw about to fire a sonic blast at some frightened kids he's got cornered.

"Dude, Didn't your mother ever teach you that pointing is wrong?" I quickly shoot out a web line at his blaster and give it a yank, pulling it away from the group right at it goes off right next to his ear, causing him to wobble and walk dazedly right into the pillar. Ouch! Well that was one down.

I quickly turn my attention onto my next target; Thundra, who's lifting a kid up by his shirt and is ready to give him a knuckle sandwich. I quickly fire another web line at the ceiling.

"Hey Little Miss Muffet!" I call with a smirk, Thundra slowly turns her head in my direction. "Don't look now, but here comes a spider!"

I sling myself feet first into her stomach, sending her flying into a few tables and the kid she had been holding land into my outstretched arms. The guy looks at me with a look of complete awestruck, causing me to raise an eyebrow at him.

"Dude, get out of here!" I tell him, putting him down and watch him dart away.

I instantly get hit with my spidey sense and whirl my head over to a very pissed off looking Thundra. (Guess she didn't appreciate that Little Miss Muffet crack.)

She instantly charges at me but I quickly jump and somersault through the air and send her flying again with a kick in the back.

"You know all this anger is totally bad for your health," I remark, hands on my hips. "I can suggest a great anger management course for you."

Thundra response to my little generous offer with a scream of rage and charge's straight for me again. This time I fire off a line of webbing at her which wraps around her waist and I quickly use that to whirl her through the air and send her slamming straight into Klaw, whom somehow had managed to get back up again. (well, not anymore.)

Just one more to go. Hopefully.

I turn my head to see Wizard smirking at me before attaching a couple of his anti-gravity disks to the tables, sending them straight at me, but I quickly dodge with a front flip and start rushing up them like a staircase. I fire both of my web-shooters at one of the tables and slam it into Wizard sends him crashing into the wall.

"That takes care off—" I start to cheer but instantly stop as my spidey-sense starts to tingle. "Aw crap!" I groan, and whirl my head to see that both Thundra and Klaw are back up and ready to maul a certain Spider-me.

"Come on! Don't you-villains have anything better to do?" I demand with a slight whine, but the pair just responses by charging for me. Again. (Sigh. I just had to go and ask a boneheaded question!)

I jump into the air and fire a web-line at Klaw's blaster which incidentally was ready to be fired at me and yank it into Thundra's direction right as it goes off sends her smashing right into the serving counter.

I return my attention back onto Klaw, who rips off my webbing and rushes straight at me, his blaster starting up again. I instantly launch myself and somersault kick him in the face, sending him slamming into the nearby wall.

"Alright!" I cheer, one fist in the air. I finally took down the-

The sound of crunching glass cut's my celebration off quick and turn my head to Thundra, whom was slightly covered in leftovers and was staring at me with murderous eyes.

"You know, cream corn is quite a fabulous color on you," I remark with a smirk.

Sigh, Mom's right. Sometimes I just don't know when to _keep_ my mouth shut.

Thundra lets out a strangled scream and destroys the serving counter, I quickly jump high into the air and fire both web-shooters at her. Catching me completely off guard, Thundra grabs both of my web-lines and yanks them down, which in turn enforces the laws of gravity that sends me crashing to the ground and on my shoulder hard. A painful moan escapes my lips as I lay on the ground, I can see Thundra charging towards me but I'm still too winded to even get up. But right as I quickly brace myself for what I know will be a war of immense pain, something suddenly happens…Thundra actually _slips_.

"What the-" I look over and see MJ, who's like 20 feet away from me and smirking proudly while pointing her phone at Thundra who crashed into a few tables. (Okay, that's one more thing I can add to the list of thing's Mary-Jane's saved my life from.)

"Here's my first front page story," MJ smirks, still holding her phone up like a video camera but when she directs it at a still standing Klaw, he reacts by shooting the phone right out of her hand with a sonic blast, making her shriek with pain.

"No!" I'm instantly trying to get back up on my feet, but unfortunately failing. To make matters much, _much_ worse; Harry in his own extremely sweet but stupid way grabs MJ by the waist and pulls her protectively behind him before glaring at Klaw. "Leave her alone!" he growls, and before I can do anything, Klaw fires off a sonic pulse that sends him clear across the cafeteria.

"Harry!" the scream erupts from both MJ and me. But while MJ rushes over to Harry, I quickly get up and glare icily at Klaw, before charging straight for him.

"This school is filled with would be heroes." Klaw scoffs with an irritated growl the second before my foot connects with his face and slams him into the serving counter.

Thundra was back up at this point and was aiming a punch for my head, but I catch it instantly and turn her into a webbed version of a mummy. I can hear the cheering behind me, but before I can even turn around to tell them to get the hell of out of here, Wizard attaches his anti-gravity disks to their backs and lifts them up. Oh just great…

"Floating hostages," Wizard smirks smugly at me. "you wouldn't dare attack!"

We'll just see about that broom lip.

" _Seriously hope this works..."_

I quickly grab the webbified Thundra and am about to throw her right at Wizard who lets out a gasp of panic and forces all of the floating students to shield the front of him. (Perfect!)

I smirk before tossing Thundra over to the side and slide on the floor and face Wizard's wide open back.

"Real smart Whiz," I remark, firing off a web line at his back. "You left the back door open!"

I give the line a strong yank and fling him into the pile of destroyed tables, but of course he's instantly back up and looking pretty pissed, but I swing myself over and kick him right in the face, sending him crashing through the cafeteria doors and into the hallway. (Whoops!)

I rush into the hallway and find him laying up against some smashed lockers at the end of the hall. I narrow my eyes icily.

Now I'd just like to point out something, I have not once used my powers out of anger or for revenge since becoming Spider-Girl. But the fact that my school's cafeteria was trashed and a guy who I consider my brother was lying on the floor unconscious and hurt, all because of these bozo villains.

I was seriously way beyond _pissed_.

"Alright Wizard," I growl, still glaring at him. "I want answers, and I want them _right now_!" all I get is silence and a smirk that tells me I'm going to get nothing. But before I can even make a move for him, my Spidey-sense instantly goes off in a big way. Aww crap….

After firing some webbing at Wiz's face, I quickly leap to the ceiling and crawl into the air vent, the second before Thundra and Klaw burst into the hallway.

"Where is she!?" Thundra snarls, just as police sirens can be heard.

"We're not paid to fight cops!" I watch Wizard gravitates over to them, my crumpled up webbing in his tightly clenched hand. "Let's go!" he barks, and he and his two cronies run out of the building.

After watching them go, I quickly pull off my mask and bring my shaky knee's to my pounding chest, letting out wrangled breath. it was over.

 _For now at least…_

* * *

By the time I get myself back into my regular clothes and to the cafeteria, the police are gone and there's a small crowd of students standing in the room, with MJ in the center of it, carefully cradling Harry who's eyes were still closed.

"Harry, it's MJ," I can hear the complete panic in her voice as I rush past the crowd and kneel on the other side of Harry. "Can you hear me?"

No response. My fist clench so tightly that I can practically see the pure white on my knuckles.

"This is all my fault," I whisper softly, fighting back the tears that were slowly threatening to come down.

Suddenly I hear footsteps behind me and quickly turn, finding myself looking at Harry's dad standing there, his face so hardened and distraught, the hot lump of nausea I pushed down earlier slowly starts to show up again.

"Mr. Osborn… I-I'm so sorry," I choke out, watching Harry's dad carefully scoop him into his arms, but before he even starts to walk, Mr. Osborn glances down at me, his eyes are so sharp and cold that every hair on my entire body stands on end.

"Why apologize Layla? What could _you_ have possibly done?" he says before carrying Harry out of the cafeteria and my body goes completely cold.

"Layla…" I can hear MJ's voice and sense a gentle hand on my shoulder, but I don't acknowledge it as I hazily stare at the floor.

Although I know deep down he was just terrified for Harry and didn't even mean to say it like that, but those words still cut through me like a knife. Because he was 100% right. _I_ was the one with the powers and who knew how to use them to _prevent_ _this_ from happening. and yet _I_ was the one who led those three psycho maniacs here and _I_ didn't even realize it until they came bursting in and destroyed half of the cafeteria and hurt Harry.

"Not again," I whisper softly, my heart twisting in pain as certain memories enter my mind. "…Dad."

* * *

Instead of one of our usually funny and happy conversations, MJ and I just walk down our neighborhood street together in complete silence, our mind's clearly occupied with what happened today.

It had taken waiting a couple of hours for the school to finally let us go after making sure we were all accounted for, and announced that we were all going to get an extra few days off this weekend while the cafeteria was being rebuilt.

"Hey, isn't that your mom's car?" MJ suddenly breaks the silence and gestures me to look up the street. Where undoubtedly mom's dark red caribou sedan stood parked in front of the house.

That's right, she probably rushed right home from work the second after hearing the news about the school getting attacked.

"Well, I'd better go and show her I'm alright," I sigh, then smile weakly. "see you later?"

"Yeah," MJ smiles weakly back. "bye."

I just raise a hand as a goodbye then start to head for my house while MJ heads across the street over to hers.

As I reach and start to walk up the front porch steps, I can hear the TV from the living room and familiar angry voice yell through the door.

"In a shocking betrayal to the justice system she claims to uphold, _Spider-girl_ today led _known_ super criminal's in an attack on innocent school children! Believe me, ladies and gentlemen, it gives this humble commentator less pleasure than saying; _I told you so!"_

I stop right in front of the door and my hands angrily curl into fists at Jameson's words. But then again I can't really get angry can I? I mean Jameson's angry rant is telling half of the truth, isn't it?

I let out a frustrated sigh before opening the door and walk into the house. I instantly spot mom in the living sitting on edge of the couch and staring intensely at the TV. Although there's distance between from where I'm standing and the couch, I can tell she's worn out, her usually well-kept long wavy jet black hair is disheveled, her face -which is smiling most of the time- is hardened and pale, and both her short grey pencil skirt and white blouse is ruffled

"Mom?" the second I speak up, mom whirls her head at me, and I instantly see her face go from frantic panic to utter relief as she rushes over and pulls me tightly into her arms. The urge to breakdown and just tell her everything that happened today and within the past year painfully wells in my throat, but I shove it way down and just press my face into her shoulder.

"Thank god," I hear her soft whisper as she squeezes me tighter. We just stay quiet in each other's arms for a few more minutes before I pull away, wearing a fake smile.

"Mom, I'm alright?" I laugh. Despite the fact that I did get hit pretty hard with Klaw's blaster before, but thanks to my powers, I don't have to lie. Well, at least about that anyway...

"Are you sure," She asks, her hands cupping my cheeks.

 _No. Far from it._

"Yes," I lie again. "Those freaks never touched me." I tell her with a fake smile.

Wish I could the same for Harry….

"Layla, I know that look," Mom frowns at me, probably catching my change of expression. "what's wrong?" I glance up at her, before letting out a sigh and explain what happened to Harry. Mom shakes her head with an aggravated sigh.

"I swear the filth that's in this city," Mom states, and I can see the anger flashing through her eyes that lasts for a few seconds before bright sadness replaces it. "this wasn't the type of life your father and I wanted you to have. It's what we were fighting against…" She whispers softly, and I lower my head again as my own sadness fills my eyes.

Dad was like mom, a defense attorney, and was one of the best. He and mom had worked at the same law firm together, working tooth and nail to make sure that scumbags like the frightful four got the justice they'd deserve and make this world a better place for people.

"So, I was thinking of just ordering pizza for dinner tonight," mom's voice brings me back to reality. "sound good?" she asks with a smile that I know is forced.

"Uh sure," I nod, giving her a forced smile of my own. "well, I've got a ton of homework so I'm going to go up to my room." I tell her, picking up my backpack and head for the stairs.

"Okay, I'll call you when it gets here," mom calls, as I'm climbing up the stairs but I'm so determined to get to my room that I just give her a small wave as assurance that I heard her and continue up the stairs. Once I walk into my room, I immediately drop my backpack on the floor and run over and flop onto my bed with a sigh, pressing my face into my pillow.

"Worst day ever…" I mutter sadly, hot tears sting my eyes. I wipe away a few loose tears as I pull something out from under my pillow, a glass picture frame and gaze sadly at it. It was a picture of dad giving me a piggyback ride, I remembered it so fondly, it was back when I was eight years old, the year I had lost my two front teeth and during one of our annual family picnics. I was wearing one of my dad's old Yankee's baseball caps and grinning like a carefree kid just having a fun afternoon in central park with her parents.

"I really screwed up this time dad," I sigh, fingering the picture softly with my index finger. "I led some psycho crooks to my school and got the entire cafeteria trashed and Harry put into the hospital"

Okay I know what you're all thinking, why is she talking to a picture? Has she finally gone cuckoo? Well, I can assure you all that I still have all my marbles, it's just that ever since dad died/the day I became Spider-Girl, (Irony and I have never had that great of a relationship as you can see) I stare at this picture sometimes and just talk as if dad's still around and listening. I tell him about my day, how much I miss him, and what I do as Spider-Girl, (but with limited details, I know even up in heaven he'd have a complete stroke if he heard about the dangerous scrapes his little girl was getting into.)

" _But why should this time be any different?"_ I ask myself bitterly, gripping the frame a little tighter.

What happened today wasn't the first time that I've screwed up, and I d _efinitely_ knew it wasn't going to be the last. But this screw up wasn't something that I could just laugh or make some smart ass quip about. No. People got hurt today. People _I_ cared about got _hurt_. How can I call myself a hero if I can't even protect the ones I'd promised myself that I would protect no matter what.

"Dammit, I am clueless rookie!" I growl, running a hand through my hair.

" _To really learn responsibility"_ Fury's words echo over and over in my head like a broken record. Maybe Fury does have the right idea after all. It's time I drop the whole-learning-the-ropes-by-myself routine and really learn what it means to be a real hero. Maybe it's time for me to become the _Ultimate_.

I give my door a hard glance. Right downstairs was someone I wanted to protect most of all. Someone who had lost just as much as I did that night, possibly even more. Someone who was all I had left. There was no other choice.

But first, there were a few things to be taken care of...

* * *

You want to know what can top off the worst day in history? Having to web sling to a hovering airship through a freaking thunderstorm! But like hell I'm going to the let that stop me.

Rain's pouring down in buckets as I'm crouched on the side of a high up building, looking up at the flashing cloudy sky. Exactly what are the chances of a spider swinging through the air getting struck down by lightning? (don't answer that question, I'd rather keep whatever's left of my sanity)

Letting out a sigh, I rise onto my feet. It's now or never.

"Alright," I gulp, curling my hands into fists. "it's show time!"

I burst into a quick sprint up the building and launch myself into the air as I reach the top, I fire off a web-line and proceed to slinging myself over towards the south side of Manhattan, where the Shield carrier was currently hovering over. It's 6 minutes later when I see and hear the familiar hum of a large ship like shape hovering in the sky.

"Fury better be ready," I tell myself, this time my voice full of determination. "cause here I come!" I run with all the speed I can muster up the side of the building and fire another web-line up at the sky, aiming for the lower haul of the Helicarrier. I leap off into the air, watching my web play out and play out and—

Completely run out of web-fluid!

"Forgot to refill the web canister after I got home…" I realize, and smack my forehead with a groan. "yeah, way to go genius!" I growl to myself as I start to fall.

As I continue hurtling back to the ground, I frantically wrack my brain around for any kind of quick solution that prevents me from becoming a street pizza special. Come on, Layla think…

"I've got it!" I yell out, and flick on Shield's next gen web-shooter that I will happily and gratefully admit I forgot to take off my costume. "Fury, those tech boys of yours better be on the top of their game…" I point my arm up at the Helicarrier and fire a web-line.

And holy hell, the pressure on this thing is ridiculous! Not only was the speed faster than my own, but the line kept flying, unerringly, until—

"Yes!" it hit its mark! I give the new line a tight grip, and yank myself upward. I actually let out a squeal of pure glee as I sail through the air and land right onto the side of the carrier. "alright, not to clunky," I admire with a giggle. Though it was a tough thing to swallow, I had to admit it, that was freaking awesome!

My moment of childish happiness is short lived as alarms that could wake up the western side of New York suddenly starts blaring followed by a computer voice announcing _"Intruder Alert! Intruder Alert!"_

Wait? What?!

I whirl my head to see a panel on the side of the carrier lift up, revealing a weapon emplacement underneath. "Oh boy," I gulp, right as the gun swivels its attention onto me. This isn't going to be pleasant…

The thing instantly opens fire, and I dive out of the way with a roll. "Woah, what the hell Fury?" I demand, dodging more laser fire. "Is this how you guys treat recruits?!"

With a bunch of cartwheels, rolls, and flips, I manage to avoid getting hit and to the top deck, hopefully out of the range of fire. "Aw yeah—" right as I start to cheer, about a dozen more laser guns pop out. "oh why do I even bother opening my mouth" I deadpan. The guns immediately open fire and I'm back to rolling and flipping through to avoid getting blasted into smithereens. "Alright, I've had enough of this!" aiming my web-shooter, I fire off a web shot straight at the closest gun —completely ignoring the fact that this was my first time using it—and to my utter amazement it's a clean hit!

"Hah!" I yell out, and gleefully repeat the same action with a couple of the other guns, all while avoiding getting hit. Now that I was dealing some damage, my confidence was skyrocketing with each successful hit I got in. unfortunately, the computerized voice decides to take total offense towards my actions as it blares out again: _"Intruder Alert!"_

"Yeah, we get the idea already!" I shot back sharply, firing more webbing at the guns. "Y'know, I can tell you just where to shove that—"

My angry rant is immediately cut off by a new gun emplacement from the side of the carrier—a much, much, much bigger gun— and several smaller ones with it. Suddenly the laser lock on flickers on and a hundred red dots cover my body. Okay, moving was seriously not an option.

"Uh hehehe," I chuckle nervously, holding up my hands as the big gun starts to power up. "is it too late to call for a truce?"

As I shut my eyes tight, anticipating for what I know will be immense amounts of pain, I hear what sounds like someone turning off their car alarm. Confused, I open one eye. And speaking of 'one eye'…

"Care to explain what you're doing here kid?" Fury stood there, a black remote in his hand and looking utterly unimpressed. I clear my throat, dropping my arms to my sides.

 _Okay Spidey, relax and remember why you're here._

Standing up straighter, I do something that is _against_ my every instinct, I _take off_ my mask and smile with all the confidence I can muster as I give him a mock salute. "Your friendly neighborhood Ultimate Spider-Girl reporting for duty!"

Fury gives me a regarding look for a moment, before answering, entirely serious. "Welcome to SHIELD, Spider-Girl" he turns and starts to walk off, but not before giving me one more glance. "Hope you survive the experience" I gap at him, blinking.

"…Wait, say what?"

* * *

 _ **And that's where we'll end.**_

 _ **So what you guys think? Okay I'm willing to admit, I've still got a whole lot to learn about writing superhero stories, (well, ones that don't involve Power Rangers that is…hehehe)**_

 _ **Well my lovelies, I must be off, remember what I said about the OC's just PM me which one of yours you think would be best suited for this and I'll let you know, okay? ;)**_

 _ **Remember to R &R. Aquaprincess3 signing out ^_^ **_


End file.
